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Court dismisses brother's claim of unfair prejudice

Court dismisses brother's claim of unfair prejudice

Source: Straits Times
Article Date: 05 Feb 2020
Author: Selina Lum

Judicial Commissioner Mavis Chionh dismissed all of Heng Chuan's claims and found that there was no minority oppression.

A shareholder of the Tong Garden group of companies - best known for its nuts and snacks - who sued his siblings in a bid for them to buy him out, has lost his case in the High Court.

Mr Ong Heng Chuan, 62, alleged that his brothers - Mr James Ong Teck Chuan, 60, and Mr Ong Boon Chuan, 64 - had acted in such a way that it unfairly prejudiced him as a minority shareholder.

He claimed the pair colluded to divert the family-owned business and transfer the Tong Garden trademark to firms owned by Teck Chuan.

The defendants asserted that the transfers were genuine transactions intended to ensure the survival of the brands their father built.

In an oral judgment last week, Judicial Commissioner Mavis Chionh dismissed all of Heng Chuan's claims and found that there was no minority oppression.

The judge accepted the defendants' contention that in 2007 and 2008, the group was facing financial woes and Boon Chuan approached Teck Chuan to help save the business.

She accepted that Teck Chuan restructured the group in 2008 to ensure an orderly winding down of the business and ensure the employees were provided for.

There was no evidence to support Heng Chuan's claim that his 17.33 per cent shareholding was worth $6 million at the time, she said.

The judge also rejected Heng Chuan's claim that he found out only in 2015 that Teck Chuan had taken over the business.

She accepted the defendants' contention that Heng Chuan - who was bankrupt between 2004 and 2016 - knew about this well before 2015 but did not take action until the business was doing well.

The brothers are three of the 10 children of the late Ong Tong Guan, who founded the business selling peanuts in 1963.

The trio and their sister Siew Ann are the only shareholders of Tong Guan Food Products, the holding company of six subsidiaries and associated companies making up the Tong Garden group in Singapore, Malaysia and Thailand.

In 2000, it sold the Tong Garden trademark to Villawood Holdings for $260,000. Villawood was controlled by Boon Chuan, a property developer with his own business.

Villawood then granted licences to firms in the group to make and sell Tong Garden products. When the licences expired in 2010, it granted a licence to two firms owned by Teck Chuan to use the trademark.

Heng Chuan, represented by Mr Pradeep Pillai of PRP Law, claimed that his brothers had "plundered" the assets of the company and kept him in the dark.

Commenting on the outcome through his lawyer Adrian Tan from TSMP Law Corporation, Teck Chuan said he was grateful to be vindicated. "My aim has always been to preserve my father's good name," he said. He added that he hoped the brothers can bury their differences and work towards family unity.

Boon Chuan, who was represented by JHT Law's Mr Andy Chiok, also wished for an end to all disputes between the siblings.

Source: Straits Times © Singapore Press Holdings Ltd. Permission required for reproduction.

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